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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Life USA Holding, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
531918209
(CUSIP Number)
Michael T. Westermeyer, Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403
(612) 347-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 531918209 SCHEDULE 13D
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1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON
Allianz Life Insurance Company of North America 41-1366075
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 5,699,118 (1)
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,692,431 (2)
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,699,118 (1)
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,118 (1)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
(1)(3)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (based on 23,920,839 shares outstanding on
March 31, 1999)(1)
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14 TYPE OF REPORTING PERSON*
IC, CO
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(1) Does not include direct purchases over the next five years of newly
issued Common Stock from the Issuer pursuant to the Stock Purchase
Agreement.
(2) Indicates shares of Common Stock held as of February 12, 1999 (as
reported in the Issuer's Definitive Proxy Statement filed as of March 18,
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1999) by officers of the Issuer that are parties to the voting agreements
described under Item 5(b) herein.
(3) No statement contained herein shall be construed as an admission of
beneficial ownership of the shares of Common Stock subject to the voting
agreements described under Item 5(b) herein.
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AMENDMENT NO. 9
TO
SCHEDULE 13D
This Amendment No. 9 amends the Schedule 13D, dated February 24, 1995
(as previously amended) of Allianz Life Insurance Company of North America
("Allianz") with respect to the Common Stock, $.01 par value ("Common Stock"),
of Life USA Holding, Inc., a Minnesota corporation (the "Issuer"). This
amendment amends only those portions of the information previously reported that
have changed since the prior filing.
This amendment reflects the execution of an agreement and plan of
merger for the acquisition of the Issuer by Allianz as described below.
Item 2 Identity and Background.
Allianz is a wholly owned subsidiary of Allianz of America, Inc.
("AZOA"). Allianz Aktiengesellschaft (formerly known as Allianz
Aktiengesellschaft Holding, "AZ AG") holds 90% of the voting securities of
AZOA.
Item 3 Source and Amount of Funds or Other Consideration.
On May 17, 1999, the Issuer, Allianz and Nova New Co., a Minnesota
corporation and a wholly owned subsidiary of Allianz ("Merger Sub"), entered
into an agreement and plan of merger (the "Merger Agreement"). Pursuant to the
Merger Agreement, Merger Sub will be merged with and into the Issuer (the
"Merger"). As a result of the Merger, the Issuer will become a wholly-owned
subsidiary of Allianz and the outstanding shares of the Issuer's common stock at
the time of the Merger (other than shares owned by the Issuer or its
subsidiaries or by Allianz and shareholders who exercise their dissenter's
rights) will be converted into the right to receive $20.75 per share in cash
(the "Merger Consideration"). All options for shares of Common Stock under the
stock option plans of the Issuer which are outstanding immediately prior to the
"Effective Time" (as defined in the Merger Agreement) ("Options") shall,
pursuant to the Merger Agreement, become immediately exerciseable in full and
shall be canceled and the holders thereof shall have the right to receive an
amount of cash equal to the result of (x) the Merger Consideration such holder
would have received had each such holder's Options been exercised immediately
prior to the Effective Time less (y) the exercise price of such Options. At the
close of business on March 31, 1999, 5,695,790 shares of Common Stock were
reserved for issuance pursuant to outstanding options under the stock option
plans of the Issuer.
Reference is made to Exhibit No. 1 for the complete terms of the Merger
Agreement and the Merger.
Based on 18,221,721 shares of Common Stock outstanding and held by
stockholders of the Issuer other than Allianz as of March 31, 1999, the
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aggregate Merger Consideration to be paid by Allianz at the consummation of
the Merger is approximately $378,100,000 (together with payments to be made to
holders of Options, the "Purchase Price"). Allianz intends to finance the
Purchase Price by working capital funds of Allianz and a capital contribution
from AZOA.
Item 4 Purpose of Transaction.
As a result of the Merger, the Issuer will become a wholly owned
subsidiary of Allianz and the outstanding shares of the Issuer's common stock at
the time of the Merger (other than shares owned by the Issuer or its
subsidiaries or by Allianz and shareholders who exercise their dissenter's
rights) will be converted into the right to receive the Merger Consideration.
The purpose of the transaction is to acquire, pursuant to the terms of
the Merger Agreement, one hundred percent (100%) ownership of the Issuer. At the
Effective Time, the Articles of Incorporation and By-Laws of the Issuer shall be
amended as provided under the Merger Agreement. At the Effective Time, the
directors of Merger Sub immediately prior to the Effective Time shall be the
directors of the "Surviving Corporation" (as defined in the Merger Agreement).
Reference is made to Exhibit No. 1 for the complete terms of the Merger
Agreement and the Merger.
Item 5 Interest in Securities of the Issuer.
(a) As of the close of business on May 17, 1999, Allianz beneficially
owned 5,699,118 shares of Common Stock or approximately 23.8% of the outstanding
shares of Common Stock (based on 23,920,839 shares outstanding on March 31,
1999). No statement contained herein shall be construed as an admission of
beneficial ownership of the shares subject to the voting agreements described
under Item 5(b) herein.
(b) In connection with the transaction contemplated by the Merger
Agreement, Allianz requested and the Issuer's five senior executives (Robert W.
MacDonald, Daniel J. Rourke, Donald J. Urban, Margery G. Hughes and Mark A.
Zesbaugh) agreed to vote their shares of Common Stock in favor of the Merger
pursuant to separate agreements with Allianz (the "Voting Agreements"). Pursuant
to their terms, the Voting Agreements terminate upon the earliest to occur of
(i) the Effective Time, (ii) termination of the Merger Agreement or (iii) May
17, 2000. Reference is made to Exhibits Nos. 2 through 6 for the complete terms
of the Voting Agreements. As of February 12, 1999 and as reported in the
Issuer's Definitive Proxy Statement filed as of March 18, 1999, the aggregate
number of shares of Common Stock beneficially owned by each of Messrs.
MacDonald, Rourke, Urban and Zesbaugh and Ms. Hughes was 1,692,431 shares.
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The principal occupation or employment of each of Messrs. MacDonald,
Rourke, Urban and Zesbaugh and Ms. Hughes is as follows:
Robert W. MacDonald
Chairman and Chief Executive Officer of Life USA Holding, Inc.
Daniel J. Rourke
Senior Vice President of Life USA Holding, Inc.
Donald J. Urban
Senior Vice President of Life USA Holding, Inc.
Mark A. Zesbaugh
Executive Vice President and Chief Financial Officer of Life USA
Holding, Inc.
Margery G. Hughes
President and Chief Operating Officer of Life USA Holding, Inc.
Each of the above named individuals is a citizen of the United States.
The business address of each of the above named individuals and of Life USA
Holding, Inc. is as follows:
Life USA Holding, Inc.
700 Interchange Building North
300 South Highway 169
Minneapolis, Minnesota 55425
To the best of Allianz' knowledge, during the last five years none of
Messrs. MacDonald, Rourke, Urban and Zesbaugh and Ms. Hughes has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in such person being subject to a judgment,
decree or final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
As of March 31, 1999, the Issuer had 23,920,839 shares of Common Stock
outstanding. As of the close of business on May 17, 1999, Allianz owned
5,699,118 shares of the Issuer's Common Stock.
As described under Item 3 above, on May 17, 1999, the Issuer, Allianz
and Merger Sub entered into the Merger Agreement. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into the Issuer. As a result of
the Merger, the Issuer will become a wholly-owned subsidiary of Allianz and the
outstanding shares of the Issuer's Common Stock at the time of the Merger (other
than shares owned by the Issuer or its subsidiaries or by Allianz and
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shareholders who exercise their dissenter's rights) will be converted into the
right to receive the Merger Consideration.
Consummation of the Merger is subject to receipt of the requisite
regulatory approvals, approval by the Issuer's shareholders and other customary
closing conditions. Furthermore, either the Issuer or Allianz may terminate the
Merger Agreement prior to June 8 if the Issuer shall have received (i) the
written opinion of a nationally recognized investment bank that, as of the date
of the Merger Agreement, the Merger Consideration is unfair to the Issuer's
stockholders from a financial point of view, or (ii) a written statement from a
nationally recognized investment bank that it is not able to render an opinion
that, as of the date of the Merger Agreement, the Merger Consideration is fair
to the Issuer's stockholders from a financial point of view. Allianz may also
terminate the Merger Agreement on or prior to June 1, 1999 if the Merger
Agreement and the consummation of the transactions contemplated thereunder shall
not have been duly approved by the Board of Management of AZ AG.
Reference is made to Exhibit No. 1 for the complete terms of the Merger
Agreement.
As described under Item 5, in connection with the transaction
contemplated by the Merger Agreement, Allianz requested and Messrs. MacDonald,
Rourke, Urban and Zesbaugh and Ms. Hughes agreed to vote their shares of Common
Stock in favor of the Merger pursuant to the Voting Agreements. Reference is
made to Exhibits Nos. 2 through 6 for the complete terms of the Voting
Agreements. As of February 12, 1999 and as reported in the Issuer's Definitive
Proxy Statement filed as of March 18, 1999, the aggregate number of shares of
Common Stock beneficially owned by each of Messrs. MacDonald, Rourke, Urban and
Zesbaugh and Ms. Hughes was 1,692,431 shares. In addition, the employment
agreements for Messrs. MacDonald, Urban and Zesbaugh and Ms. Hughes were amended
to confirm that the transactions contemplated by the Merger Agreement would not
constitute a change of control under their respective employment agreement with
the Issuer. Reference is made to Exhibits Nos. 7 through 10 for the complete
terms of these amendments.
Pursuant to the terms of the Merger Agreement, notwithstanding the
provisions of Section 11.2(c) of the Stock Purchase Agreement (which places
certain restrictions on Allianz's ability to vote its shares of Common Stock),
from the date of the Merger Agreement until the earlier to occur of (i) the
Effective Time, or (ii) termination of the Merger Agreement, Allianz may vote
any shares of Common Stock it holds in any and all matters presented to the
stockholders of the Issuer, may solicit proxies and may attempt to influence the
vote of other stockholders of the Issuer as Allianz deems appropriate.
Furthermore, pursuant to the terms of the Merger Agreement, none of the
execution or performance of the Merger Agreement, the execution or performance
of the Voting Agreements, or the consummation of the transactions contemplated
by the Merger Agreement by the Issuer and its subsidiaries or by Allianz and its
subsidiaries shall constitute a breach or other default of the terms of the
Stock Purchase Agreement.
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The term "Stock Purchase Agreement" refers to the Stock Purchase
Agreement, as so amended.
Item 7 Material to be filed as Exhibits.
Exhibit No. Description
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1 Agreement and Plan of Merger, dated as of May 17, 1999, by and
among Life USA Holding, Inc., Allianz Life Insurance Company
of North America and Nova New Co. (Incorporated by reference
to Exhibit 2.1 to the Issuer's Current Report on Form 8-K,
filed May 19, 1999).
2 Voting Agreement, dated as of May 17, 1999, by and between
Allianz Life Insurance Company of North America and Robert W.
Macdonald (Incorporated by reference to Exhibit 10.5 to the
Issuer's Current Report on Form 8-K, filed May 19, 1999).
3 Voting Agreement, dated as of May 17, 1999, by and between
Allianz Life Insurance Company of North America and Daniel J.
Rourke (Incorporated by reference to Exhibit 10.6 to the
Issuer's Current Report on Form 8-K, filed May 19, 1999).
4 Voting Agreement, dated as of May 17, 1999, by and between
Allianz Life Insurance Company of North America and Donald J.
Urban (Incorporated by reference to Exhibit 10.7 to the
Issuer's Current Report on Form 8-K, filed May 19, 1999).
5 Voting Agreement, dated as of May 17, 1999, by and between
Allianz Life Insurance Company of North America and Margery G.
Hughes (Incorporated by reference to Exhibit 10.8 to the
Issuer's Current Report on Form 8-K, filed May 19, 1999).
6 Voting Agreement, dated as of May 17, 1999, by and between
Allianz Life Insurance Company of North America and Mark A.
Zesbaugh (Incorporated by reference to Exhibit 10.9 to the
Issuer's Current Report on Form 8-K, filed May 19, 1999).
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7 Amendment No. 1 to Employment Agreement, dated as of May 17,
1999, by and between the Issuer and Robert W. MacDonald
(Incorporated by reference to Exhibit 10.1 to Issuer's Current
report on Form 8-K, filed May 19, 1999).
8 Amendment No. 1 to Employment Agreement, dated as of May 17,
1999, by and between the Issuer and Donald J. Urban
(Incorporated by reference to Exhibit 10.2 to Issuer's Current
report on Form 8-K, filed May 19, 1999).
9 Amendment No. 1 to Amended and Restated Employment Agreement,
dated as of May 17, 1999 by and between the issuer and Margery
G. Hughes (Incorporated by reference to Exhibit 10.3 to
Issuer's Current Report on Form 8-K, filed May 19, 1999).
10 Amendment No. 1 to Amended and Restated Employment Agreement,
dated as of May 17, 1999 by and between the issuer and Mark A.
Zesbaugh (Incorporated by reference to Exhibit 10.4 to
Issuer's Current Report on Form 8- K, filed May 19, 1999).
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Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement by or about the undersigned is true, complete and correct.
Date: May 19, 1999
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/ Michael T. Westermeyer
--------------------------------
Michael T. Westermeyer
Vice President, Corporate Legal Officer
and Secretary
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